The structure and social life of a company raise legal issues that practice often reveals to be underestimated: choice of an unsuitable company form, insufficiently drafted articles of association, absent or dysfunctional governance mechanisms, unenforceable shareholder agreements. Legally securing each stage of your company's life—from its creation to its sale, including its daily operations—is the condition for controlled and sustainable development.
Bylaws and choice of legal structure
The choice of a company's legal structure determines the entire applicable system: partners' liability, governance rules, the director's tax and social security status, and the transferability of shares. This initial decision has long-term implications for the founders and warrants rigorous analysis in light of the project's nature and development prospects.
The firm provides services for:
- Analyze and compare the social forms suitable for your project (SAS, SARL, SA, SCI, holding company, etc.)
- Draft custom bylaws tailored to the objectives of the founding partners
- Organize capital allocation and voting rights
- Form and register the company with the Trade and Companies Register
- Draft the shareholders' or partners' agreement, which complements the articles of association.
Governance and operation of the company
Corporate law strictly governs the modalities of decision-making, convening obligations, and the quorums and majorities required depending on the legal form of the company. Failure to comply with these rules exposes collective decisions to an action for annulment. Legally secure governance protects both the company and its directors.
The firm assists companies with:
- The holding and securing of general meetings (ordinary and extraordinary)
- Minutes of Meetings and Council Meetings
- Conflict management between partners or between directors and partners
- Compliance of statutes with legislative changes
- Guidance for executives on their liability (civil and criminal)
Statutory modifications and restructurings
The life of a company frequently requires adaptations: capital increases or reductions, changes in legal form, modifications to the company's purpose or registered office, appointment or dismissal of directors. These operations are subject to specific formalities, the non-observance of which can affect their validity or incur the liability of the company's management bodies.
The firm assists companies with:
- Any capital increase (cash contributions, contributions in kind, incorporation of reserves)
- Capital reduction and redemption operations
- Company transformation (SARL to SAS, SAS to SA, etc.)
- Mergers, spin-offs, partial asset contributions
- Change of leadership and convening procedures in case of default
Share transfer and business transfer
The transfer of shares or stock constitutes a complex legal act, subject to pre-emption rights, statutory approvals, or clauses in the shareholders' agreement, as applicable. A poorly prepared transfer can lead to post-acquisition disputes, challenges to the price, or seller liability for the warranties provided.
The firm intervenes at every stage:
- Pre-sale legal audit (due diligence)
- Negotiation and drafting of the sale and purchase agreement and the asset and liability guarantee (GAP)
- Follow-up of approval procedures and pre-emption rights
- Drafting of assignment agreements and registration formalities
- Advice on the tax structuring of the transaction
Shareholders' agreement and shareholder protection
A shareholders' agreement is the preferred instrument for organizing relations between shareholders outside of the bylaws, covering: the prerogatives of the majority shareholder, protection of minority shareholders, conditions for entering and leaving the capital, and non-competition clauses. Carefully drafted, it prevents most conflicts between shareholders before they arise.
The firm drafts and negotiates:
- Pre-emption, approval, and joint exit clausestag-along, drag-along)
- Clauses of non-alienation and lock-up
- Non-compete and non-solicitation agreements
- Anti-dilution and investor protection mechanisms
- The terms for resolving disputes between partners
Corporate litigation
Shareholder disputes can arise between shareholders, between a shareholder and the company, or in connection with a contested transfer. They can take various forms: abuse of majority rights, abuse of minority rights, actions for liability against a director, exclusion of a shareholder, or nullity of a corporate decision. Mastering corporate law and commercial procedure is essential to effectively defend your interests before the commercial court.
The firm provides representation and defense in:
- Actions for the annulment of corporate decisions
- Disputes between partners and actions for abuse of majority or minority shareholder rights
- Civil liability actions against directors
- Post-closing disputes (implementation of asset and liability guarantee, price revision)
- Management and partner information expertise procedures
Support
The Jacquet Duval Avocat firm assists managers, partners, and investors in Lyon with all matters relating to corporate law: from drafting founding articles of association to resolving the most complex corporate disputes. Each situation is analyzed in light of the specific challenges of your structure, with the constant objective of transforming the law into a lever for security and growth for your business.